Optimal control theory is applied to the design of a control system for alleviation of the gust response of tilting proprotor aircraft. Using a proprotor and cantilever wing analytical model, the uncontrolled and controlled gust response is examined over the entire operating range of the aircraft except for hover: helicopter mode, conversion, and airplane mode flight. Substantial improvements in the loads, ride quality, and aeroelastic stability are possible with a properly designed controller. A single controller, nominally optimal only at the design point speed (160 knots here), operated efficiently over the entire speed range, with the possible exception of very low speed in helicopter mode. Kalman-Bucy filters were used as compensation networks to provide state estimates from various measurements in the wing motion, rotor speed perturbation, and tip-path-plane tilt.